Private Placement Agreement Template for India

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Key Requirements PROMPT example:

Private Placement Agreement

"I need a Private Placement Agreement for my tech startup to raise Series A funding of USD 5 million from three foreign venture capital investors, with expected closing in March 2025; the agreement should include standard FEMA compliance provisions and special rights for lead investor board nomination."

Document background
A Private Placement Agreement is essential for companies seeking to raise capital through private offerings in India. This document is specifically used when a company wishes to issue securities to a select group of investors without making a public offering, following the regulatory framework established by Section 42 of the Companies Act, 2013, and SEBI guidelines. The agreement outlines the terms of investment, subscription process, representations and warranties, conditions precedent, and post-investment rights and obligations. It includes critical components such as investor qualifications, compliance requirements, and necessary disclosures mandated by Indian law. The document is particularly relevant in the context of startup funding, growth capital, and strategic investments, where companies prefer private fundraising over public markets.
Suggested Sections

1. Parties: Identification of the issuer company and the investor(s)

2. Background: Context of the private placement, company information, and purpose of the investment

3. Definitions: Definitions of key terms used throughout the agreement

4. Details of the Placement: Specific details about the securities being offered, price, and number of units

5. Subscription Terms: Terms and conditions of the subscription, including payment mechanisms

6. Representations and Warranties: Representations and warranties of both the issuer and the investor(s)

7. Conditions Precedent: Conditions that must be satisfied before the investment is made

8. Closing Mechanics: Procedures and requirements for completing the investment

9. Covenants: Ongoing obligations of the parties post-investment

10. Regulatory Compliance: Compliance with SEBI regulations and other applicable laws

11. Confidentiality: Provisions regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

14. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Foreign Investment Provisions: Required when foreign investors are involved, addressing FEMA compliance

2. Tag-Along Rights: Optional provisions giving investors the right to join in sale of shares by promoters

3. Anti-Dilution Rights: Protection for investors against future dilution of their shareholding

4. Board Nomination Rights: Rights of investors to nominate directors to the company's board

5. Information Rights: Special rights for investors to receive company information beyond statutory requirements

6. Exit Rights: Specific provisions regarding investor exit options

7. Subsequent Investment Rounds: Provisions regarding future funding rounds and pre-emptive rights

8. Industry-Specific Compliance: Additional provisions required for regulated industries

Suggested Schedules

1. Schedule 1 - Company Information: Detailed company information including corporate and capital structure

2. Schedule 2 - Subscription Details: Detailed breakdown of the securities being issued and consideration

3. Schedule 3 - Conditions Precedent Checklist: List of all conditions to be satisfied before closing

4. Schedule 4 - Disclosure Schedule: Exceptions to representations and warranties

5. Schedule 5 - Form of Board Resolution: Pro-forma board resolution approving the private placement

6. Schedule 6 - Compliance Certificates: Required regulatory compliance certificates

7. Appendix A - Share Certificate Format: Format of share certificates to be issued

8. Appendix B - Investor KYC Requirements: List of required KYC documents and forms

9. Appendix C - Private Placement Offer Letter: Form PAS-4 as required under Companies Act, 2013

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Manufacturing

Healthcare

Financial Services

Infrastructure

Renewable Energy

E-commerce

Biotechnology

Telecommunications

Education

Agriculture Technology

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Investment Relations

Risk Management

Corporate Development

Board of Directors

Executive Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Compliance Officer

Investment Banking Director

Private Equity Manager

Corporate Finance Manager

Board Director

Managing Director

Finance Director

General Counsel

Corporate Development Manager

Investment Relations Manager

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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